The Next Step
by Prosp88
Summary: After the horrors of the Singh War things have changed greatly for the Web-Slinger. What new challenges, adventures ... and threats await the young hero. Spidey/Tiger. Sequel to US:Rise of the Brotherhood.
1. Going Independent

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment... apart from the story. **

**In short I don't own anything in this story.**

**This is just for fun.**

**Hey guys, bet you didn't expect to see me again so soon? This is another In-between story until the main final installment in this series. Figured i'll try and have this story done by Christmas ... so hears hoping. **

**Enjoy**

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><p><span><strong>Chapter 1: Going Independent<strong>

**New York City – Early Morning**

_Five years ... it took five long years, but eventually the great city of New York managed to finally get back on its feet after the carnage that was the Dominion occupation. In that time much has changed for Peter Parker aka Spiderman; choices were made ... some easy, others difficult. Currently we find our favorite superhero sitting on a bench in a park on the edge of the city._

_Peter has matured a lot over the last five years; now in his early twenties, he has grown a few more inches and has less of a thin build than when he was a teenager. Nowadays he usually wears a dark blue casual jacket and dark jeans, but today he has chosen to wear a smartly dressed suit._

_**Hey guys, it's been a too long ... well for me, not necessary to any of you but ... anyway. I guess I need to get you guys caught up on recent events. Well since the end of the Singh War things have changed quite a bit. Thanks to S.H.I.E.L.D's involvement in the war, Fury and his lot have expanded heavily thanks to huge military budgets from most of the New Allied governments. They now have a small fleet of Tri-Carriers at their disposal, along with a new subdivision called; Sentient World Observation and Response Department – S.W.O.R.D. and yes it was Stan the janitor that came up with it ... gotta hand it to him, the man has a way with words. **_

_**However they're not the only ones who expanded ... believe it or not but the Doomstadt Dominion still exists, however Atlantis eventually separated when the Avengers helped Namor reclaim his throne. Now that I think about it Dr Doom has been very quiet over the last few years ... he only tried to take over the world 3 times this year. Also the public's general opinion on the mutant population has approved since the end of the war ... hey, not every mutant joined up with the Genoshan army, some actually stood up against the occupation. But a few years after the war, Genosha has opened its boarders slightly to allow trade with other countries, and even some minor tourism. **_

_**Yep ... the world seems like such a different place now, and when the world changes sometimes you change with it. Now I bet you guys are wondering how I have changed since the war ... well you can all calm down, I'm still the lovable, wise cracking, comedic wall crawler that you know and love. But things are different now ... for example...**_

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><p><strong>S.H.I.E.L.D Tri-Carrier – Five years ago<strong>

**Nova:** You're _**leaving**_ the team?

_In the briefing room onboard the Tri-Carrier, Spiderman and his team are sitting around the table after an intense training exercise._

**Spiderman:** Yes Nova, Tiger and I talked this over and decided that it's time we...

**Nova:** Wait ... your _**both**_ quitting?

**White Tiger:** We're not quitting, we've decided that we learned all we could here and after everything we went through in the war ... I think we've already proved to ourselves that we're ready to go it alone.

**Powerman:** Wow guys, I don't know what to say.

**Iron Fist:** Sometimes words aren't necessary to express one self.

**Powerman:** Good point.

_He muscle bound hero gets up off his seat, walks over to Spiderman and gave him a huge bear hug. Tiger chuckled as Spiderman gasped for breath before being let go by Powerman._

**White Tiger:** Don't worry guys, it's not like we're never going to see each other again.

**Spiderman:** Yeah ... we'll hold a ... reunion ... or something.

**Nova:** We'll actually...

_Everyone turns to look at Nova, who seemed to look a little uncomfortable._

**Spiderman:** Something on your mind dude?

**Nova:** Yeah you see ... a few days ago I got a message from the Guardians; they might have found a way to restore the old _**Nova Corps**_ ... and they wanted me to come with them.

**Powerman:** That's heavy man, so does that mean you're going too?

**Nova:** At first I wasn't too sure but ... After everything that's happened, it got me thinking about what else I can do to improve things. And now that you two are leaving, maybe I should go. A restored Nova Corps could do so much good and if there's a chance I could rebuild that...

**Spiderman:** Then there's going to be a lot _**more**_ bucket heads to put up with in the galaxies.

**Nova:** Hey!

**Spiderman:** I'm only busting you bucket dude.

_He walks over to Nova and places a hand on his shoulder._

**Spiderman:** From what I've been told; you were amazing during the occupation and if anyone can bring back the Nova ... it's _**you**_.

_The two of them share a fist bump as the rest of the team gasp at what they're seeing; Spidey and Nova getting along with each other. Tiger then turns to Powerman and Iron Fist._

**White Tiger:** Well it looks like it might just be you two left to_** break** _in the new guys.

**Powerman:** To be honest I don't know if I'm going to stay for much longer either. Since everyone else is thinking of leaving, maybe I should consider being a freelance hero.

**Spiderman:** Like Deadpool?

**Powerman:** No, not like Deadpool, but something that could provide a service for the community.

**Iron Fist:** A noble goal, but how can you be sure that you'll won't fall into the same path.

**Powerman:** Well ... why don't you join me, keep us on the right path.

**Iron Fist:** You and me ... in business with each other?

**Powerman:** Yeah man it'll be great; we won't be mercenaries we'd be like ... _**Heroes**_...

**Iron Fist:** _**For Hire**_?

**Powerman:** Hey that's not too bad.

**Spiderman:** Well it sounds like we all have a lot to look forward to.

_Suddenly the door to the briefing room opened and the Director of S.H.I.E.L.D Nick Fury entered the room._

**Fury:** Alright team, good exercise today, that's you dismissed. Oh and Spiderman ... you wanted to _**speak**_ to me about something?

_**However this on the other hand...**_

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><p><strong>New York – Present day<strong>

**_And that was the most uncomfortable conversation I had ever been a part of ... well no actually, there was one other conversation. Do you remember how the previous story ended? The way that Prosp88 dropped me right in it? The conversation that Ava and me had right after I asked her a certain question? Well..._**

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><p><strong>Parker Manor – Five Years Earlier<strong>

_In the master bedroom of Parker Manor, both Ava and Peter are lying on the bed. Ava is still holding herself up over Peter, looking down at him in disbelief. Still taking in what Peter had just asked her after giving him his present. The two of them just stare at each other for a few moments before Peter breaks the silence._

**Peter:** You do know that your dress is just _**barely** _hanging on?

_Ava suddenly gets off of him and zips her dress back up while sitting on the edge of the bed._

**Ava:** Jeeze Peter ... You couldn't have timed it better?

**Peter:** Well?

**Ava:** Well what?

_He sat up and moved to sit next to Ava._

**Peter:** Will you marry me?

**Ava:** It's a little _**sudden**_ don't you think?

**Peter:** I'd admit it wasn't _**exactly**_ how I planned it...

**Ava:** Planned it? Who just blurts out something like that? You idiot!

**Peter:** Ok so it wasn't the most romantic way of doing it, but ... I noticed that you _**didn't** _answer my question.

_The fact that his girlfriend was quiet, Peter couldn't help but feel a little nervous about what she's going to say next._

**Ava:** I don't know Pete.

**Peter:** You don't **_know_**?

**Ava:** I mean ... I've never even thought about getting married yet. I'm ... we're only _**17**_ Peter.

**Peter:** So ... if I'm not wrong we can get married at _**16**_.

**Ava:** Well yeah but do we really want to rush this? This isn't like deciding on where to go on a date, this is pretty big.

**Peter:** I know it is ... and I wouldn't have asked you if I wasn't sincere. A lot has happened over the last month, there were moments when I thought I was _**never** _going to see you again and I know that I can't afford to _**lose**_ you...

**Ava:** I know, you don't need to tell me, but Pete ... that doesn't mean we should rush this. I love you ... I love you so _**much**_ but I want to just keep things simple for a while longer.

_Peter sighed and took hold of Ava's hands._

**Peter:** Ok then ... how long were you thinking?

**Ava:** Maybe we should graduate school first before you ask me again ... _**collage**_ maybe, and next time better be the full works; flowers, dinner and you down on one knee.

**Peter:** The romantic touch ... got it.

_He leans over to kiss Ava on the lips while at the same time slowly moving one of his hands up along her back._

**Ava:** What's going on_** behind**_ my back?

**Peter:** Nothing.

_He catches her dresses zip and gently pulls it down before bringing his had back in front of him._

**Peter:** Look ... _**no**_ hands.

_The two of them kiss again, and then Peter gently pushes Ava onto her back then climbs on top of her._

**Peter:** This time I get to be on top.

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><p><strong>New York – Present Day<strong>

**_Yeah I don't think_**

**_I need to explain what happened next ... anyway, after that night we decided to leave S.H.I.E.L.D and focused on finishing school. By the time we we're a seniors I had started thinking about my future afterwards, then I remembered something that Ava said to me a while ago; about doing something with the money that Lamont had left me, then I thought about the impact the war had down and that got me thinking. You see..._**

_He was cut off as his cell phone went off and Peter reached into his jacket pocket to answer it._

**Peter:** Parker here?

**Stark:** _"Peter, glad I caught you. I think I found a solution for that little problem you've been having with those cybernetic prosthetics. If this works **Parker Industries** will be at the forefront of medical science."_

_**Err ... listen guys I gotta take this. I'll take to you later.**_

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><p><strong>Meanwhile<strong>

_In the deepest, darkest area of the universe; **Ego the Living Planet** is traveling through the vastness of space. Ever since his ordeal with the Kree and the Agents of S.M.A.S.H, Ego has been trying to avoid the more populated areas of the universe. Currently he is passing by a large star, when suddenly a massive explosion occurs ahead of Ego, blinding him temporally like a flash bang._

**Ego:** AHHHH! Who dare disturbs _**Ego**_?

_As his vision clears up, Ego looks ahead of him to see a humongous circular "gateway" in his way. Then suddenly a large alien **fleet** of dreadnoughts pour their way out of the gateway and flies directly towards him, unleashing a flood of snub fighters as well that completely engulf Ego, firing down onto Egos surface. Surprisingly to Ego, these ships weapons seem to actually harm the Living planet._

_Ego lets out a defining screech as he attempts to repel his attackers, letting loose powerful psionic blasts that destroy large portions of the attacking fighters. But for every fighter that he destroys more seem to appear and continue to open fire. Meanwhile the Dreadnoughts start to position themselves around Ego and start to bombard the Living planet with destructive laser turrets._

**Alien Flagship – Bridge**

**Commander:** _**Grand Admiral**_ ... our forces have surrounded the planet and have begun to bombard the surface. We are experiencing resistance but I am optimistic about our ability to pacify this world.

**Grand Admiral:** Resume the bombardment Commander. We have our orders; Wipe this pathetic planet from the face of the_** universe**_!

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><p><strong>AN: Well, I hope I raised more questions than I answered. Until next time...**

**Thanks**


	2. Business as Usual

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment... apart from the story. **

**In short I don't own anything in this story.**

**This is just for fun.**

**Slientman87 - Glad you liked it, after all ... it was your idea**

**toprichie97 - Yes ... it was entirely necessary.**

**Latinoheat151 - Message me if you think you've worked out who it is (Message ... don't put it in a review)**

**Kamen Rider Ranger - Good to hear from you too, you too message me if you figured it out. are you saying you haven't read ROTB? don't more "guest" appearances are on their way. **

**Enjoy**

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><p><span><strong>Chapter 2: Business as usual<strong>

**New York – Early Morning**

**Peter:** Ok thanks a lot Tony ... No I can't today, I have something important to do ... Alright we'll talk later on ... bye.

_He hangs up his cell phone and places back in his jacket. _

_**Oh right ... the phone call ... now you may be wondering what Tony meant by "Parker Industries"? Well as I was saying in the previous chapter; Ava wanted me to do something with what Lamont had left me and after seeing what Singh had done it got me thinking. He wouldn't have been able to do what he did if I wasn't so careless back in 1932 ... leaving Osborne's body was ... short sighted and stupid. **_

_**All those people ... Wakanda, Symkaria, and Genosha ... New York. Have been crippled and maimed by that conflict and I blame myself ... well I "did" until Ava knocked some sense into me. So I stopped blaming myself and started thinking about what I can do to help, then it hit me. **_

_**From what I've seen of the Brotherhood, they were at the forefront of Cybernetic technology, I saw the artificial limbs that Skullbuster, Kraken and ... Hobgoblin had. So I decided to use the technology that Singh created for the greater good ... to help the people harmed in the war, repairing everyone who lost an arm and a leg. To get started I examined the souvenir I took from the Brotherhoods base ... Hobgoblins severed arm, and created schematics from that. Then after some technical legal jargon, along with some backing investments from Stark and Reid and next thing you know ... I have a company.**_

_**For the last few years; Parker Industries have grown rapidly with the support of my friends ... with new ideas and projects that will benefit the world. And that's why it has also been a target for business tycoons wanting to take advantage of a new, up and coming company. But fortunately Parker Industries is run by and organised by the most formidable and ruthless individual to step into the corporate world.**_

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><p><strong>New York City – Parker Industries – 1 year ago<strong>

_The main lobby of Parker Industries is bustling with activity, employees and visitors are hurrying from one destination to another. When suddenly the main entrance doors opened and a huge figure enters the lobby; this giant of a man ... accompanied by an escort of bodyguards and an assistant, has an incredibly bulky build that makes him look like a walking "whale" with his white suit and cane. The group marches up to the main reception desk and the assistant approaches the receptionist._

**Assistant: **Mr _**Fisk** _is here for his appointment with Mr Parker.

**Receptionist: **Good Morning Mr Fisk, if you'll give me just one moment I'll...

**Ava: **That's alright Carole; I'll take things from here.

_Everyone looked round to see a now twenty year old Ava; she was a little bit taller now and wearing a stylish white suit along with her black pearls while holding a tablet._

**Ava: **Mr Fisk? I'm Ava Ayala, please follow me and I'll lead you upstairs.

**Fisk: **It'll be my please my dear.

**Ava: **Although I'll have to ask you're ... security personnel to remain here. I can assure that you're perfectly save here.

_He thinks this over for a moment before dismissing his bodyguards._

**Fisk: **Certainly.

_Ava then leads Mr Fisk and his assistant towards and into a nearby elevator, were they make their way further up the building._

**Mr Fisk: **I have to say that this is an impressive establishment my dear.

**Ava: Parker **Industries is now one of the leading developers of _**cybernetic** _and **_medical_ **technology in the US, we develop everything from artificial limbs to vaccines and advanced equipment.

_The elevator stops at their level and the three of them get off and Ava leads them through down a corridor with windows for walls that look into one of the main laboratories in the buildings. Ava stops them to take a look into the lab to see the scientists at work._

**Ava:** Here you can see, _**Dr Rao**_ and her team working on their most recent project ... and exo-suit designed for paraplegics.

**Mr Fisk: **I must say that Parker has an impressive collection of scientists at his disposal in only a short amount of time.

**Ava:** Most of our scientists have been affected badly during the war ... many wanted to use their talents to help repair the damage and we believe in giving people a second chance.

_**What she means is that a lot of these guys were in fact the former HYDRA and A.I.M scientists that Singh had captured and enslaved at his base that I managed to ... convince to redeem themselves.**_

_Ava then leads Fisk and his assistant down the corridor again for a few minutes until they reach a large set of doors and enter a fancy office. This room seemed to closely resemble Tony Stark's office, filled with decretive art work and comfortable looking furniture._

**Ava: **Please take a seat.

She offers both Fisk and his assistant a seat which they both take.

**Fisk: **Thank you my dear, but I was expecting to start this meeting immediately.

**Ava: **It already has.

_She walks behind the desk and sits behind it on the large chair ... to the confusion of her two guests._

**Fisk: **I'm not sure Mr Parker would approve of you sitting behind his desk.

**Ava: **Actually Mr Fisk ... this in _**my** _desk.

**Assistant: **(scoffs) guess you're Mr Parker's **_favorite_** secretary.

_She quickly silences the assistant with an icy stare._

**Ava: **For your information, I am the _**President**_ of Parker Industries.

_**What ...You guys actually that I was talking about myself? Please, Ava has a better handling of this side of things than I ever will. **_

_Her guests just stare at her blankly at her for a moment._

**Assistant: **How old are you?

**Ava: _Excuse_** me?

**Fisk: **William, don't ask such a question to the young lady! My apologies my dear but I was lead to believe that I would be meeting with Peter Parker ... your _**CEO**_?

**Ava: **Peter is indeed the CEO and founder of this company, but he prefers to spend his time working in the labs and having a "hands on" approach to his research that leaves him little time for the day to day running of his company ... which is why I am here.

**Fisk: **Very well then ... Shall we begin?

_The meeting lasts for about 15 minutes and throughout the entire time Ava just wanted it to be over with. She took in Fisk's proposal and read the information that they gave her, but in the end ... she wasn't convinced. _

**Assistant: **And as you can see; a close partnership with Parker and Fisk Industries would be beneficial to both parties. And in these tough times after the war, new companies have been struggling to turn any profits, but backing from Mr Fisk would be in your best interests.

**Fisk: **So is my proposal acceptable to you?

**Ava: **It is a fantastic opportunity ... but I do have a few questions.

**Fisk: **Oh? I thought the way my assistant presented it was perfectly clear.

**Ava:** Except this part about experimental technologies.

**Assistant: **I fail to see the problem? With backing from Mr Fisk, it would be expected for him to be able to access technologies that he helped develop.

**Ava: _Without_** the prior knowledge or even authorisation from Mr Parker? _**Including**_ projects already in development?

_The giant businessmen smiled and leaned forward in his chair._

**Fisk:** My dear, if I might be so bold. _**MR** _Parker ... is but a child, taking his first step into the tough would of business. He won't be able to maintain this company in the long term without help ... a help that I am willing to offer.

**Ava:** Mr Parker has experience more than most in his life ... just like me. And he's not alone; we already have dealings with Stark and Rand Industries along with generous investments from the Daily Sentinel. Also I may be young ... and a _**girl**_, but that doesn't mean I'm naive and stupid.

_There was nothing but silence in the room. Fisk's assistant stares between the two of them, both are just staring each other down until Ava breaks the silence._

**Ava:** I think that's us finished here, please show yourselves out ... or I'll have you _**removed**_.

_Fisk stands up, towering over Ava just she remains unphased by this. He offers her a coy smile and swiftly turns on his heels and marches his way out of Avas office ... followed closely by his weasel of an assistants. When they are finally gone, Ava sits back in her chair and takes a deep breath as she rubs her temples with her fingers. After she calms herself back down, Ava smiles to herself before pressing a few buttons on the console on her desk, activating a holo-screen in front of her that showed Peter in a white lab coat, working on some cybernetics at a work station._

**Ava: **Peter? Peter...? PETER!

_He jumps in surprise and turns his attention to the scene, lifting up his goggles as he gives Ava his goofy grin._

**Peter: **_"Hey babe, how was your meeting?"_

**Ava: **(groans) As well as you'd expect.

**Peter:**_ "That bad huh? Well don't worry, I'll be done here soon and we'll go out for dinner before we head home."_

**Ava:** Hmmm, I can't wait. How much longer are you going to be?

**Peter: **_"About twenty minutes or so, if nothing goes wrong..."_

_Suddenly loud smashing sounds can be heard at Peters end and he heads off screen until he remerges, trying to pull a cybernetic arm off the face of one of the scientists that it was clutching onto._

**Peter: **_"Hold still ... Ach! Ava ... may be a little **longer** than expected."_

_Ava cringes as she watches the chaos in the lab continue, but then activates the inter-com on her desk._

**Ava: **Send an engineer team to Lab 17 ... I swear Peter if you even **_think_ **about cancelling dinner tonight over this...

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><p><strong>New York – Present Day<strong>

_**Don't worry guys ... I was able to fix everything and take Ava to dinner that evening. Hey, I'm Spiderman remember. But anyway that's work for you; my personal life has altered slightly as well. Oh by the, you're not going to believe this but...Kit... **_

**?: **Hey Pete?

_Peter once again snaps back to reality and looks over his shoulder to see his fellow League member standing behind him._

**Peter:** _**Dana**_!

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><p><strong>Mephisto's Realm <strong>

_Deep in the fiery, demonic and hellish ream; the Prince of Lies himself ... **Mephisto**, sits on his throne comprised of human skulls and he seems ... troubled. While giant red skinned demon is lost in his thoughts, a huge fiery portal opens right in front of him. His attention is soon drawn to the two entities standing before him; one of them bears a striking resemblance to himself while the other on is in the form of a women dressed in a green dress and wearing a crown-like mask._

**Mephhisto:** _**Sutur**_ ... **_Hela_**? My, my ... for what do I owe this pleasure?

**Sutur: **You know why we have come Demon. The balance of power has **_shifted_**.

**Hela: **Already Niflheim has been _**flooded**_ with the souls of mortals. Normally I would relish at this but it has upset the natural balance.

**Sutur: **Don't deny it Mephistopheles ... you sense it can't you?

_The demon turned his back to the pair of them and raised his head up high, as if he was gazing at the sky._

**Mephisto: **Yes ... Lately I have sensed ... death on a large scale. As if entire worlds and realms are being wiped from existence. Something ... dark ... and powerful is _**engulfing** _this reality, something I have never encountered before.

**?: **Of course you haven't.

The three "devils" turn round to see a large fiery window open up at the side of them and appearing out of it is the fire headed entity from the Dark Dimension himself; _**Dormammu**_.

**Dormammu:** This is an ancient power, older than any of us. It has rivalled the very power of the _**cosmics**_ themselves and has thought to be long forgotten from this reality.

**Hela: **You know of this power?

**Dormammu: **Only whispers ... references that I have translated from tomes _**older**_ that any of the relics that we posses. Right now it is at the edge of reality but soon it will threaten our own realms ... _**nothing**_ is safe from it.

_The Hell-Lords look to one another, as if hoping for one of them to provide an answer to this situation. Then Mephisto spoke up._

**Mephisto: **Then what would you suggest Dread One?

**Dormammu: **Reduce our presence and our influence in the hope that it chooses to ignore us.

**Sutur: **What?

**Hela: **Are you suggesting that we ... _**hide**_?

**Dormammu: **... _**indeed**_.

* * *

><p><strong>AN: Holy Crap! ... What the hell could scare off the "Devils" of the Marvel Universe? ... well I know, but you guys will have to wait just a while longer.**

**Thanks **


	3. Fitting In

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment... apart from the story. **

**In short I don't own anything in this story.**

**This is just for fun.**

**Thanks for the ideas everyone, oh and The Night Hunter; Ghost Rider will hopefully make an appearance in the next story.**

**Enjoy**

* * *

><p><span><strong>Chapter 3: Fitting In <strong>

**New York – Early Morning**

**Dana: **thought I'd find you here, mind if I join you?

_Peter smiles and gestures her to sit next to him on the bench. As she does so, Peter couldn't help but notice how much she'd changed over the last few years; she grew a few more inches and has her hair tied back. She's also wearing a smart long black coat, a purple turtle-neck and black boots. _

**Dana: **So ... this is where you've been _**disappearing**_ too lately.

**Peter: **Well, I needed somewhere to think and ... not many people know of it.

**Dana: **Yeah ... I know.

**Peter:** Thanks again for telling me about it.

**Dana: **You needed to know.

**Peter: **But how have you been? I haven't seen you for a while.

**Dana: **Been busy settling in with my new job.

**Peter: **Oh right ... still can't believe you're a _**kindergarten teacher**_.

**Dana: **Sometime's neither can I, but I'm happy.

**Peter: **What about when you were working at the Sentinel?

**Dana: **Being an informant was exciting for a while, but I didn't want to do that forever. And after talking things over with Danny he helped me figured out what I wanted to do.

**Peter: **He has a habit of saying the right things.

_**Oh did I not mention that ... Dana and Danny are dating now, yeah I was surprised too. But not as surprised when I found out about another certain couple getting together.**_

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><p><strong>Movie Theatre – Evening – 4 years ago <strong>

_Peter and Ava are spending their evening at a Movie Theatre downtown, after escaping from a boring fundraising event. After deciding on what movie to watch; "Men, Women and Children" (Peter wanted to see Horrible Bosses 2 ... but was overruled) they get their snacks and sit down at their seats._

**Peter: **... Horrible Bosses 2 has Kevin Spacey in it.

**Ava: **Quiet.

_Devil and Angel Spidey appear over his shoulders holding long whips and each cracked them._

_**Yeah, Yeah I get the point ... at least I've got a date, what about you guys?**_

_The two of them stare at each other blankly for a moment._

**Angel Spidey: **I guess he's got us there.

**Devil Spidey: **Speak for yourself ... I've meeting up with _**Chibi Tiger**_ later tonight.

_They disappeared and Peter went back to watch the film with Ava. After about ten minutes Peter attempts to pull off the classic yawning and putting his arm around Ava, who snuggles into him. _

_**I know she's already my girlfriend but ... Score!**_

_After the film is done the two of them re-enter the lobby, were Peter notices a certain red headed teenager hanging about._

**Peter: **Hey MJ!

_His childhood friend turned round to see who called her, realising who it was invertible gave him a look of surprise._

**MJ: **Peter ... Ava ... w-what are you guys doing here?

**Ava: **It's a movie theatre MJ ... what about you? Are you here on your own?

**MJ: **No I'm a ... err...

_**I've never seen MJ act so ... uncomfortable before. What's all this about?**_

**MJ: **I'm ... (mumbles) on a date.

**Peter: **What was that?

**MJ:** I'm on a _**date** _ok!

**Peter: **You ... On a date ... With who?

**Ava: **Peter that's none of your business! Come on let's leave her alone. See you later MJ, have fun.

_She takes hold of Peters arm and tries to drag him out of the movie theatre. However just as they reach the doors they end up walking into someone else whom they didn't expect to see._

**Peter: **Kit?

**Kit: **Peter?

**MJ: **Hi Kit.

**Kit: **Hey MJ, You ready?

**MJ: **Sure.

**Peter: **Ready ... ready for what?

**Ava: **Err ... Peter?

_As Peter is lost in thought, Chibi Spidey appears over his shoulder while holding up an hour glass._

**Chibi Spidey: **Wait for it...

_As the sand in the hour glass reaches the bottom, Peter's eyes widened in shock._

**Peter: **Wait ... are you two_** dating**_?

**Chibi Spidey:** There it is.

**Kit: **Well not really since this is the first date.

**MJ: **Yes, and your late. Come on the movies starting.

_She moves behind Kit and pushes him towards the movie screen, leaving Peter and Ava alone._

**Peter: **Did you know about this?

**Ava: **No and let's leave them to it ... our nights not over yet.

_She gave him a suggestive grin and walked through the doors and into the street ... followed by an overly eager Peter._

* * *

><p><strong>New York – Present Day<strong>

**Peter: **So you and Danny are still going strong?

**Dana: **Yeah we are, after he gets back from Kung Lung we're planning to go away somewhere ... what?

**Peter: **Oh sorry, it's just that ... I can remember when we first met; you were very shy and reserved. Now look at you ... a teacher, friends and even a boyfriend. You've changed so much.

**Dana: **I've got you guys to thank for that.

**Peter: **Hey that's what friends do.

**Dana: **I suppose so.

_The two of them sit quietly for a moment before Dana specks again._

**Dana:** So how's things' going with Kit ... what's it like having a cousin?

**Peter: **Its ... weird. Even after a few years I still find it hard to get use to. _**Aunt May**_ on the other hand...

* * *

><p><strong>Parker Household – 4 Years Ago<strong>

_Back in Aunt Mays house; Peter, Kit and MJ are sitting round the dinner table while Aunt May is readying dinner with Avas help. _

**Peter: **So how did you guys even get together?

**MJ: **It's not that complicated Pete; Kit and I got talking during your medal after party. We bumped into each other a few times in the city, then next thing I knew he asked me out.

**Peter:** Oh ... Ok.

_Aunt May leans her head out from the kitchen door._

**Aunt May: **MJ, could you give us a hand in here?

_The red head got up from the table and joined May and Ava in the kitchen ... leaving Peter and Kit alone to "talk"._

**Peter:** Ok Kit, cards on the table; what's the_** deal**_?

**Kit:** What deal?

**Peter: **Is this just a "fling" or are you actually serious about her?

**Kit: **Hey, I like her ... No need to get so protective.

**Peter:** I'm _**not** _protective.

**Kit: **Yeah you are ... so chill out will you?

**Peter**: So... You_** are** _interested in her?

**Kit: **Yes, She's got a strong personality and I admire her passion.

**Peter: **Ok ... good.

**Kit: **Not to mention she's got a _**rocking butt**_.

**Peter: **Dude, that's my childhood friend you're talking about!

**Kit: **Oh yeah, well your childhood friend can do this thing with her _**tongue**_...

**Peter:** Ok seriously man; _**TMI!**_

_Just then Aunt May and the girls walk back out of the kitchen carrying their meal for the evening and placing it on the table._

**Aunt May: **And what were you two talking about?

**Kit: **About how Peter should mind his own _**damn**_ business.

_He "playfully" punches Peter on the arm (which hurt a lot more than it seemed) then looks at May, who gives him a disapproval look._

**Aunt May: **Kit, don't use that kind of language.

**Kit: **Sorry, but that's what happens when you spend years being trained by the Jungle Patrol in Bangalla.

**Aunt May: **Well you're not in the jungle anymore, this is the dinner table.

**Kit:** Same thing where I'm from.

_He lets out a soft chuckle but catches Aunt May's stern expression._

**Kit:** I'll be good.

_Everyone laughs at Kit's expense then they continue to enjoy their family meal for the rest of the evening._

* * *

><p><strong>New York – Present Day<strong>

**Dana: **Your Aunt managed to get Kit to behave?

**Peter:** Aunt May doesn't mess around.

_The two of them share a laugh before Dana checked the time on her watch._

**Dana: **Listen Pete, I've gotta go now.

**Peter: **Sure thing.

_She gets up and only takes a few steps before turning back towards Peter._

**Dana:** Don't stay out too long ... Ava's been worried about you lately; you disappearing in the morning and all.

**Peter:** Did you _**sense**_ that?

**Dana: **No ... she _**told**_ me.

**Peter: **It's ok; just had a lot on my mind lately and needed somewhere to think.

**Dana: **Ok then, take care Pete.

**Peter: **You too.

_He watched as his friend made her way down the nearby path and eventually out of sight._

_**What...? It's true; I've had a lot on my mind lately. A lot has happened recently and not all of it was good.**_

* * *

><p><strong>The Citadel Mk 2<strong>

_Meanwhile in the depths of space, **Nighthawk** and **Hyperion** had managed to seek out and reassemble the members of their old team; The **Squadron Supreme**, consisting of** Princess Power**, **Whizzer** and **Doctor Spectrum**. They had reconstructed a new and improved version of their previous mode of transport; The Citadel Mk2 and are now on their way to that small planet that has been causing Hyperion so much trouble ... Earth._

**Hyperion: **At last we are reunited once more. Now we can finally bring order to that miserable waste of a planet _**earth**_!

**Nighthawk: **Don't get ahead of yourself Hyperion. The Avengers proved to be formidable opponents, taking them down will require careful planning and split second execution.

**Hyperion: **I already have a few _**executions**_ in mind...

**Princess Power:** Save your anger for the humans. It'll be a while before we get to earth, so just be patient.

**Whizzer: **SpeakforyourselfIcantwaittobustsomeheadssomeheadssomeheads...

_He starts running at light speed around the grand hall (including the walls) until he is caught in a container of light energy created by Dr Spectrum and set back down on the ground._

**Dr Spectrum: **Settle down Whizzer.

**Hyperion:** Soon my friends, soon we will have a new planet to rule over. Its people are weak and will accept our leadership ... willing or not.

_Suddenly an alarm goes off and catches everyone's attention._

**Princess Power: **That's the proximity alarm!

**Nighthawk: **Computer, what set off the sensors?

_A large Holo-screen came up and showed the image of a space "gateway" opening up nearby and a massive Dreadnought of alien origin emerged from it._

**Nighthawk: **That ship is _**bigger**_ than the Citadel...

_Suddenly the Citadel shock violently as the alien Dreadnought opened fired at their ship._

**Computer: **_"Engines ... disabled ... shields ... disabled ... weapons ... disabled."_

**Hyperion: **What's going on?

**Nighthawk:** Whoever they are, they appear to be using some kind of** Ion** weapons that's disabling the Citadel's systems...

_Their ship took another hit that knocked some of the Squadron Supreme off their feet. As they look up they could see through the "glass" ceiling at the Dreadnought hovering just above the Citadel. As they got back to their feet, a number of bright lights illuminated the grand hall as dozens of alien soldiers' teleported onboard._

_They were dressed head to toe in blood red and black battle armour, their helmets completely covering their faces. Suddenly they open fire with their blaster rifles upon the Squadron, whom easily withstand or avoid the blaster fire._

**Hyperion: **SQUADRON ... DESTROY THE INTRUDERS!

_The super powered villain levitated into the air and started using his heat vision to blast away a few of the invaders. Whizzer used his super speed to perform rush attacks against them, Dr Spectrum created energy barriers to defect any blaster fire, Princess Power engaged a few of the soldiers in close quarter combat, knocking them down with punches and kicks and Nighthawk used his arsenal of gadgets to disorientate his opponents._

_However tough the Squadron had power, the invaders had numbers ... lots of numbers. No matter how many soldiers that the super villains took down, more just kept teleporting onboard. Eventually new soldiers started to appear; they looked like the current ones except that they wore red cloaks and hoods, wielded long energy staffs and demonstrated impressive martial arts abilities. They managed to overpower Princess Power and push back Nighthawk. More larger and heavily armoured soldiers appeared as well and used heavy weapons to blast through Dr Spectrum's defences. _

_Whizzer zoomed forward to help his teammates but ended up being haymakered by a figure that teleported right in front of him, crashing heard on the ground. He gazes up to see that the one who stopped him; she (Judging by her figure) was wearing a more extravagant armour set, blood red with golden highlights. Her helmet covered her face but unlike the faceless soldiers, her mask had facial features. Next thing Whizzer knew he was being lifted up off the ground by the women and flung into the air and crashing into Dr Spectrum ... grounding them both._

**?: **HYPERION! YOU WILL FACE ME!

_The super villain looked round to whoever addressed him, but was caught off guard as the warrior leapt up high into the air and managed to drop kick him in the chest and sent him plummeting to the ground. As he got to his feet, the warrior had landed near him and took out a hilt that extended into a staff. She charged at Hyperion and attempted to strike him over and over again with her staff, even though he easily blocked each attack, every blow emitted a sharp pain that surprised him._

**Hyperion: **Foolish girl! You think a**_ stick_** could harm me?

_He grabbed the warrior by the wrist and flung her towards the wall; however she merely used the momentum to jump back off the wall and towards Hyperion again and tackled him to the ground._

**?: **It's not the _**stick** _that you should worry about.

_He fired his heat vision at her but she avoided it by jumping off him. Hyperion lifted himself of the ground and continued to fire at the warrior who uses her staff to defect his beams. Eventually he ripped up some of the ground and threw it at his enemy, who used incredible acrobatics to avoid them. Hyperion then charged at the warrior and grabbed hold of her as he smashed her against the nearby wall ... repeatedly._

**Hyperion:** YOU ... WON'T ... WIN!

_The warrior wrapped her legs around his waist and squeezed hard against his ribcage ... suffocating him._

**?:** Awe ... poor baby, you just need a **_hug_**.

_She tightened her grip until Hyperion was forced to let go of her and land on the ground to catch his breath. He looked up to see that his teammates had been defeated and on their knees in restraints._

**Hyperion: **Im ... Impossible!

_The female warrior strutted passed him and stopped a few feet in front of him._

**?: **This ... is the great Squadron Supreme? I confess myself to be ... _**disappointed**_.

**Hyperion: **Disappointing? I'll show you...

_He let out a blood curtailing yell and with all his power; fired one last heat vision beam at the warrior but she used her lightning fast reflexes to hold her hand in front of her as it started to glow and **catch** the beam in her hand. Hyperion didn't let up though and put more power into his attack, which forced the warrior to use both hands to hold back the attack. Slowly the warrior started to close the distance between them, approaching Hyperion until she was right in front of him then placed her hands over his eyes. He let out a terrifying scream and was blasted off his feet, landing flat on his back ... his eyes burned out of his skull._

_As he lay on the ground wincing in pain, the female warrior stepped round to his head and placed her foot across his neck and in a swift motion ... snapped his neck. She scoffed at the corpse and walked over to one of the soldiers._

**?: **Contact the main fleet; inform the admiral that the Squadron has been dealt with and to ready the fleet. We are almost ready for the_** Emperors** _arrival.

**Soldier: **At your command my**_ Princess_** ... but what about the prisoners?

_She looked over to the survivors of Hyperion's team and back to the soldier._

**Princess: _What_** prisoners?

_At her command, a group of soldiers lined up in front of the Squadron, aimed their rifles at them ... and pulled the trigger._

* * *

><p><strong>AN: Huh ... bet you didn't see that coming. **

**Thanks **


	4. Bad Memories

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment... apart from the story.**

**In short I don't own anything in this story.**

**cabrera1234 - The Princess isn't new ... trust me you've heard of her.**

**Sport21 - Yes, Whizzer (Robert Frank) was part of Captain Americas Six American Warriors but there have been a few meta-humans who used that same name. The Whizzer of the Squadron Supreme is based on Stanley Stewart **

**This is just for fun.**

**Enjoy**

* * *

><p><span><strong>Chapter 4: Bad Memories <strong>

_The screams of Dr Rao could be loudly heard by Spiderman, as well as the maniacal laughter of Hobgoblin. He looked up to see the struggle between Dr Rao and Hobgoblin playing out before him. With great effort Spiderman managed to get to his feet and lunged forward at Hobgoblins cybernetic arm and wrestled to free Dr Raos arm from it, as he does so Spiderman could feel the breath of Hobgoblin coming from beside him and turned to see the villains face staring right back at from just on the other side of the doors ... smiling evilly at him._

**Hobgoblin:** Remember this face ... Always ... HAHAHAHAHAHAHAHA!

_Spiderman blinked for a moment and suddenly he was staring into the face of Green Goblin_

**Green Goblin:** What about Harry, did you never think of what you've done to him?

_In a burst of adrenaline, Spiderman yelled out loud and using his incredible strength ... broke off the cyborgs arm and the doors closed instantly, just as the full force of the ocean water smashed along the side of the doors. Spiderman takes a deep breath and relaxes for a bit ... until the elevator started to shake violently then begins to tear apart bit by bit. He desperately tries to grab hold of the walls, but realises that his powers don't seem to be working. Suddenly the elevator brakes apart and Spiderman falls down into a dark abyss before being caught by a giant hand. He looks up to see that the hand belonged to a giant sized Hobgoblin, his menacing laughter deafening the web-slinger as he brings him up towards his mouth, his fangs bearing down on Spiderman. The hero struggles to free himself but as he has none of his strength, Spiderman ends up being dropped into the villains open mouth ... screaming as he goes._

* * *

><p><strong>New York – Parker Manor – Early Morning<strong>

_Peter sharply sits up in his bed, dripping with sweat and breathing heavily. He stares at his hands for a moment before running them through his hair. He feels something stir next to him and Peter looks round to see that it's just a still sleeping Ava, undisturbed by his current actions. Peter looks at the clock and sees that it's four in the morning and decides to gets out of bed, he puts on a dressing gown and makes his way out of the room and downstairs._

_For half an hour Peter spent his time sitting on the couch in front of the fire place in the manors main parlor. He has one of his jazz CD's playing at a low volume while he's looking at an open folder. Peter sits quietly for a while until he feels a pair of hands being placed on his shoulders; he looks round to see Ava standing behind him with a concerned look on her face._

**Ava:** What's_** bothering**_ you?

_Peter was momentary distracted by how beautiful Ava looked in her night gown before he shrugged his shoulders and offers her his trademark grin._

**Peter:** Nothing ... Just felt like listening to my music, at four in the morning.

_Ava scowled at him and walked round in front of the couch to sit down next to her boyfriend._

**Ava:** How long is it going to take for you to realise that you can't _**lie**_ to me?

_He sighed heavily before he answered._

**Peter:** It was a dream.

**Ava:** Was it a bad one?

**Peter:** Yeah.

**Ava:** About what happened in the war?

_He stares at her in surprise as she leans into him, placing her hand across his chest as if to comfort him._

**Ava:** Sometimes you talk in your **_sleep_** ... talk to me.

_He opens his mouth as if to say something but stops as if something was caught in his throat. He then gets up and walks over to the fire place._

**Peter:** It was_** only**_ a dream.

_He looks round to face Ava again and from the look she was giving him, made him feel horrible for not opening up to her. But he just wasn't ready to tell her about what happened yet ... and a little scared about what she might think of him. Wanting to change the subject, Peter decided to tell her something else that he had on his mind recently._

**Peter:** Look Ava, tomorrow ... I'm going to go see_** Harry**_.

_She was a little taken aback by this. Peter hadn't spoken to Harry since..._

**Ava:** Are you sure Pete?

**Peter:** Yeah, I need to ... I need to do this.

_His girlfriend gets up and walks over to him, wrapping her hands around his neck._

**Ava:** I'll go with you then.

**Peter:** Thanks.

_She leans up to him and kisses him softly on the lips for a few seconds._

**Ava:** Now ... come _**back**_ to bed.

_Peter smiles at her then turns to make his way out of the parlor and back upstairs. Before she joins him, Ava turns off the CD and picks the folder up off the floor. Before she places it on the table, she took a look at the open page to see that it contained the newspaper clipping with the photo of the **original** League._

* * *

><p><strong>Ravencroft – New York – Midday<strong>

_Later that day, Peter and Ava took the day off from work to travel to the **Ravencroft Institute for the Criminally Insane** on the outskirts of the city. After getting through security and waiting in the lobby for a while, they were taken into the visiting area and sat down on the seats opposite a glass window._

_**Look I know what you guys want to ask but ... could it wait? This is going to be tough enough as it is.**_

_The couple waited for a few minutes before a pair of security guards approached them from the other side of the window, while escorting a patient wearing a white gown. A young man in his twenties with dark brown hair and a worn looking face that made him seem unrecognisable to Peter._

**Peter:** Hey ... _**Harry**_.

_His best friend just stared at him with a death glare ... not specking ... not even blinking._

**Peter:** Are they treating you well here? If you want I can have a word with...

**Harry:** I'm fine ... I enjoy having to pee into a cup **_every_** morning!

_His sharp response took Peter by surprise and silenced him. Ava felt so sorry for her boyfriend and tried to support him in this painful moment._

**Ava:** Harry, we came here because we still care for you. You need help...

**Harry:** DON'T ... tell me what I need. I know what I needed ... my dad, and at the time who I thought were my friends.

**Peter:** We're _**still**_ friends...

**Harry:** FRIENDS DON'T _**LIE** _TO EACH OTHER! FRIENDS DON'T _**BETRAY** _EACH OTHER! FRIENDS DON'T _**KILL**_ THEIR FRIENDS PARENTS!

_He was on his feet at that point and lashing out at the window, slamming and nearly cracking it. The guards attempted to restrain him but Harry proved to be much ... much stronger than his small frame made him look. More guards appeared and they were able to drag Harry out of the visitor's room ... his laughter echoing in the outside hallway as he was sedated._

* * *

><p><em>A few minutes later, Peter and Ava are waiting outside in the lobby as Harry's carer; Dr Ashley Kafka approached them.<em>

**Dr Kafka:** I'm so sorry that you had to see that ... but I did inform you that Harrys progress was slow.

**Ava:** It's alright ... Peter has just been very worried about Harry recently and needed to see him.

**Dr Kafka:** Well after today ... I don't recommend another visit until Harrys state of mind has improved greatly. Now if you'll excuse me.

_The Doctor left them to continue her treatments as both Ava and Peter exited the building, Ava hanging onto Peters arm ... comforting him._

_**What...? Oh right ... Harry, you see ... after the events of the Singh War, I wanted everything out in the open. I mean Aunt May knows about me, MJ knows about me, and when Harry wanted to know where I was during the occupation ... I decided to tell him everything.**_

_**At first he was very distant with me for a while; avoiding me at school and such, but not MJ. She told me that he was asking a lot of questions about me as Spiderman, how long she knew, who else knew and much more. After a few weeks of getting the cold shoulder from Harry, he invites me up to his penthouse. There he accused me of being responsible for Norman's disappearance, I tried to explain what happened to him but ... Harry wasn't interested in what I had to say. Instead he attacks me with some of his dads old tech then announced that he had been messing around with one of his dad's old experiments ... an exo-suit.**_

_**It had given him enhanced strength and reflexes, not to mention the Goblin-like weapons built in. He modelled it after his dad, painting it green and wore a goblin like helmet ... calling himself the New Goblin. We fought for a while before Tiger and my S.H.I.E.L.D friends showed up to help. But even then Harry was proving to be a challenge; apparently he had been planning this for a while, studying our strengths and weakness. Things were turning grim until Phantom, Zorro and Rocketeer arrived to help. Thanks to all my friends we were ... were able to defeat Harry.**_

_**After we got him to the Tri-Carrier Med-bay, they told me that ... that Harry couldn't handle everything that was happening to him and his mind just snapped, maybe thanks to the stress of the occupation but... Look sorry guys but I can't ... I can't do this right now ok. I'll see you lot next time.**_

* * *

><p><strong>Planet T-37X<strong>

_In the farthest reaches of the galaxy, there have been many strange and extraordinary civilizations that need to be seen to be believed. But none are stranger and more marvellous to look upon than the home world of the illusive **Watchers**. __Most of the planet's surface is covered in lush green forests, blue oceans and rich resources. All of this is mostly untouched due to the Watchers civilization took the form of cities that floated high in the planet's atmosphere._

_The Watchers themselves are a very unusual race; sworn to observe the very beings of the universe while committing to a strict vow of non-interference. Instead they spend the majority of their time observing and compiling knowledge on all aspects of the universe. Normally the Watchers would be widely spread out throughout the entire universe, only to reassemble on occasion to pool their knowledge and share what they had witnessed ... which is occurring this very moment._

_In the grand observatory located in the capital city, hundreds of Watchers have gathered around a few massive telescopes, sharing everything they have learned over the last few centuries._

**Ocam:** If you gaze towards the_** Nirn** _galaxy, many of its new stars are in the first stages of their creation. In the next millennium, new life will start to form...

_Suddenly the doors of the observatory burst open and the Watcher; Uatu floats inside and gets the attention of his fellows ... much to their dismay._

**Ocam:** _**Uatu**_? What are you...? You are not welcome here!

**Uatu:** Forgive my intrusion but you must listen to me! Turn your attention to the _**Enron** _cluster.

**Ute:** That is the very edge of the very universe itself. There's nothing there but a few primitive civilizations and...

**Uatu:** Correction Ute ... there's _**nothing**_ there anymore!

**Egma:** What are you talking about? Thats in my sector and last I looked nothing has changed.

**Ute:** Uatu is _**correct**_.

_The entire assembly was quiet for few moments before anyone spoke._

**Egma:** What? Let me see.

_The Watcher Ute allowed Egma to use the telescope that she was using in order to confirm Uatus claim for himself. And much to his dismay ... he was indeed correct; everything, all the stars, the planets ... everything in that region of space is ... gone._

**Egma:_ By Antiphon_**! It was there ... it was there but a standard month ago.

**Ocam:** What happened to it?

**Uatu:** I ... don't know, but that isn't all.

_Everyone turned their attention to the Watcher of Earth._

**Uatu:** The entity known as _**Ego the Living Planet** _has disappeared. Entire worlds at the very edge of the universe have grown silent. I have tried to discover the identity of whatever the cause of this is but ... it seems to be able to _**cloak**_ itself from my instruments.

**Ocam:** What? But ... nothing can hide from our sight! Nothing has the power or methods to disrupt our technology!

**Ute:** Unless ... it's even _**older**_ than our own civilization.

**Utau:** What are you suggesting Ute?

**Ute:** Even our species has its legends; as you all know before the birth of the Watchers there was the _**Proemial Gods**_. Their entire pantheon is said to have been the very first organisms created in the current universe after the Big Bang. Initially they were just organisms with no awareness, only tasked to help the universe and to prepare "what exists for what is to come." Eventually they evolved awareness and as the reasons they were created were no longer needed, _**Diableri**_, _**Aegis**_, and _**Tenebrous** _sought new purposes, becoming corrupted. Civil war ensues among the Proemial Gods, and eventually Diableri and his allies bring the battle to _**Galactus**_.

Supposedly most of the pantheon was wiped out by the civil war, with Diableri killed by Galactus, and Aegis and Tenebrous imprisoned in the powerful _**Kyln prison**_. Even though Antiphon; our great progenitor was neutral in the conflict, he died while imprisoned in the Kyln ... but according to one legend, Antiphon suspected that _**something else** _had corrupted the Proemials and caused the civil war. A great shadow of terrible power, even older than Antiphon himself, that can darken stars and destroys life.

_Every Watcher was hanging on Ute's every word. However when she finished both Uatu and Ocam approached her._

**Uatu:** You believe that this entity has returned?

**Ute:** It's only a legend, but...

**Ocam:** It can't be ... it just can't be...

* * *

><p><strong>AN: Get ready for the final instalment of this story in the next chapter, until then...**

**Thanks**


	5. A Step Forward

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment... apart from the story.**

**In short I don't own anything in this story.**

**Here you go guys, Hope you enjoyed this little story and are now looking forward to the next main installment coming out next year. but until then... **

**This is just for fun.**

**Enjoy**

* * *

><p><span><strong>Chapter 5: A Step Forward<strong>

**New York City – Parker Manor – Earlier Today**

_Peter had just finished his breakfast with Ava and is now in his bedroom getting changed. He's also taking the time to work out what he's going to wear tonight; he's taking Ava out later that night and he just it was going to be special ... especially with what he's got planned. Peter admired himself in the full length mirror, after he decided on what he was going to wear he just grinned to himself._

**?:** Niiiicccceeeee.

_Peter blinked in surprise and looked over his shoulder to see who had spoken. When he looked back to the mirror he saw not his own reflection but that of Hobgoblin staring right back at him._

**Hobgoblin:** Looking sharp ... nice clothes ... big house ... hot girlfriend ... riches? Life is good, and all you had to do was snatch my arm.

**Peter:** Shut up ... you're not real

**Hobgoblin:** Was it easy? Leaving me to die down there?

**Peter:** I tried to save you.

**Hobgoblin:** Save me? You never even tried ... just like with Osborne.

**Peter:** Shut up.

**Hobgoblin:** You only wanted to save **_yourself_**.

**Peter:** _**SHUT UP**_!

_He punched Hobgoblins refection, shattering the mirror into pieces and injuring his own hand. Peter was breathing so heavily that he failed to notice the sound of someone bursting into the room._

**Ava:** Peter!

_He looked round to see his girlfriend standing in the doorway; he noticed the look of concern on her face as she was looking down at his hand. Peter looked at his hand, seeing the blood and glass shards digging into it and only now feeling the pain. Ava ran into the nearby bathroom and came back with a small first aid bag._

**Ava:** Peter, what happened?

_She motions Peter to sit down on the bed and started tending to his injury but Peter still didn't answer her._

**Ava:** What's been going on?

**Peter:** Nothing ... I just ... it was an accident.

**Ava:** This hasn't been the first "accident" lately. Remember what happened at dinner last night?

**Peter:** I ... I ... I've gotta go.

_He gets up and makes his way over to the nearby window, opening it and placing one foot outside before he felt Ava grab hold of his arm._

**Ava:** Where do you think you're going?

**Peter:** I just need to think for a while.

_He shrugged her off and began to web swing away from the manor, heading towards a place that not many know about and only he was just told about recently._

* * *

><p><strong>New York – Present Day – Late Afternoon<strong>

**_And that's pretty much how I ended up here. What started off as just a nightmare has turned into something else ... and its scaring me, but maybe not as much as it must be scaring Ava. I'm so afraid that I'm going to lose her and she's everything to me._**

_Peter got up off the bench and walked up towards the very thing he had been staring at for most of the time ... a tombstone._

**Peter:** How did you manage to deal with this ... guilt? Had anything like this had happened to you? Does it ever stop? I wish you were here right now ... I could really use your advice right now.

_He kneels down in front of the tombstone and examines the fresh flowers he placed on the ground earlier on._

**Peter:** Should I let Ava go? I don't want to put her through all of this ... I love her too much to cause her any pain...

_Suddenly the sound of Katie Perry's "Roar" began to play ... Ava's ringtone. Peter took out his phone; he hesitated at first but answered it._

**Peter:** Ava, I...

**Ava:** _"Peter, just shut up and listen."_

_He held back his tongue to allow Ava to continue ... he knew better than to say anything when Ava wanted to "talk"._

**Ava:** _"Peter ... I don't know what's been going on lately. You've been distance, talking to yourself and one too many times I've woken up in the morning only to find you missing. So whatever this is about I just wanted you to know that ... I'm here for you. Whatever it is your going through ... then we'll go through it together. You said you need time to think? Well ok then, I'll be at the club in an hour for dinner. If you still up for it and want to talk ... then I'll be waiting for you."_

_Peter was nearly in tears at this point before Ava finished._

**Ava:** _"I love you Petey ... bye."_

_She hung up and Peter placed the phone back in his jacket. He then looked back at the tombstone ... now smiling._

**Peter:** Alright ... alright I got the message ... I'm an idiot. I don't know if that was your doing but if it was ... thanks.

_He gets up to his feet and places his hand on top of the tombstone._

**Peter:** You know I'll **never** forget you; I'll always keep you here.

_He gestures to his head._

**Peter:** And here.

_He places his other hand across his heart._

**Peter:** Now if you'll excuse me, I've got something very important to do ... I'll see you later.

_He turns to leave, running down the nearby path to get ready with his meeting with Ava soon. While back up the hill, a small robin flew down from a nearby tree and landed on top of the tombstone Peter was visiting._

**Jacali "Jackie" Kane**

**Daughter of Harold and Little Cloud Kane**

**Born: 6/1/1916 Died: 9/9/2013**

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><p><strong>New York City – The Cobalt Club – Evening<strong>

_A few hours later outside the newly refurbished Cobalt Club, a large number of New Yorkers are pouring out of dozens of taxis that have been lining up all round the corner and making their way inside. Eventually one taxi stops outside the main entrance and out steps Peter; wearing a smartly dressed tuxedo._

_He walks up to the main entrance and enters into the lobby, only to be faced with a long line of customers waiting to be seated. Since it's reopening; the Cobalt Club has become the most popular venues in the city. Anyone who's anyone attends frequently, but not everyone can get in. As Peter looks at the line he sees a few familiar faces including Jack Hammer, Clint Barton and even Peter's least favourite news editor Jameson ... who's kicking up a storm at the front of the line._

**J Jameson:** THIS IS OUTRAGEOUS! THREE NIGHTS NOW AND I HAVEN'T BEEN SEATED ONCE!

**Waiter:** I'm sorry sir, but you'll be seated as soon as space is available.

**J Jameson:** THAT'S WHAT YOU SAID LAST TIME!

_Peter groaned under his breath and stepped out of the queue and towards the dining room doors._

**J Jameson:** HEY! THAT KIDS CUTTING IN LINE!

_The waiter and two doormen step out in front of Peter to block his path._

**Waiter:** Sir, I'm afraid you have to wait your turn.

**J Jameson:** THAT'S RIGHT, GET TO THE BACK YOU LITTLE HOODLUM!

**Clint:** ... can someone please shut him up?

_The young hero was surprisingly quiet during this little drama, cool and collected. Just as the doorman were about to escort Peter away, the Clubs Manager hurries over to them._

**Club Manager:** What the bloody hell are you doing?

**Waiter:** I was just...

**Club Manager:** This is Mr Parker ... he _**owns**_ this establishment.

_The waiter looked like as is someone just poured a bucket of ice cold water over him._

**Club Manager:** I do apologise for this Mr Parker.

**Peter:** That's alright ... I'm with Ava tonight, she should already be here.

**Club Manager:** Of course.

_He turns to the waiter and speaks to him in a sharp tone._

**Club Manager:** Find Mr Parker his table ... _**Now**_!

_The waiter does what he's told and guides Peter into the dining room ... after receiving a few unpleasant remarks from Jameson. As Peter enters the main dining room, he takes a few minutes to look round and admire at the effort it took him to recreate this place in the spitting image of when he first visited it nearly 80 years ago; the statues, the dance floor and even the jazz band on the stage was perfectly recreated._

_Soon the waiter guides him to a table near the front of the stage, where his eye catches Ava sitting at the table ... looking absolutely beautiful in her white silk backless dress and her black pearls around her neck. Peter walked up behind her and placed both his hands on her shoulders ... surprising her._

**Ava:** Peter?

**Peter:** Hey ... I'm sorry I'm late.

**Ava:** It's ok ... for a moment I thought you weren't going to show up.

**Peter:** Only a moment?

_She smiles at him as he sits down across from her. After the waiter brought them their "usuals" the two of them enjoyed each other's company for while, talking about this and that until the lights dim down on the stage and a young female singer comes up on the stage and starts singing "Sooner or Later" which was made famous by Patty "Breathless" Mahoney._

**Ava:** I love this song.

**Peter:** Care to dance?

_He gets up and offers Ava his hand ... which she accepts. Then Peter guides her to the dance floor at the centre of the restaurant where the two of them start to dance slowly, eventually being joined by a few other couples._

**Ava:** Since when can_** you**_ dance?

**Peter:** Since forever ... _**you**_ really need to pay more attention.

**Ava:** (giggling) shut up.

_They continue to dance for a few more minutes, during which Ava saw the pondering look on her boyfriends face._

**Ava:** Are you alright?

**Peter:** ... No, I've had a lot on my mind recently.

**Ava:** I know ... Listen Peter; whatever this is ... you don't have to go through it alone.

**Peter:** That's my point ... Ava, I know things haven't been easy lately and I'm so sorry for that. I honestly don't know if I could deal with this without you ... and I don't plan to find out.

**Ava:** What are you saying?

Peter: I'm not going to let this come between us and I'll work on getting through this ... and to make you as happy as you make me.

_While they are right in the middle of the dance floor, Peter breaks their embrace for a moment, gaining him a confused look from Ava and smiled as her expression turned to wide eyed in shock as he dropped to one knee._

**Ava:** What are you...?

**Peter:** Ava Ayala?

_He reaches into his coat pocket and takes out a small red box and opens it; revealing a sparkling diamond ring. Ava covered her mouth with both her hands as is she was struggling to breathe._

**Peter:** Will you_** marry** _me?

_She starts to tear up which alarmed Peter slightly._

**Ava:** Yes ... yes ... _**YES**_!

_Peter grinned back at her and placed the ring on her finger, gets back to his feet and embraces Ava in a deep kiss ... while receiving a loud applause from the entirety of the restaurants occupants. Peter then leads Ava back to their table where she noticed that it's now covered with bouquet of flowers and a bottle of champagne with glasses._

**Ava:** Peter?

**Peter:** What? You said you wanted _**flowers**_.

_Thanks for supporting me guys ... I'm glad you all could share in this moment. I can just tell things are going to get better from here onwards. Now if you'll excuse me I'm going to enjoy the rest of this night. Oh ... before you guys go, I've only got one thing left to say:_

_**Happy Holidays from Prosp88**_

_**And a Happy New Year from Me and the gang**_

_**See you in 2015**_

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><p><strong>Sanctuary ll<strong>

_There are many dangerous areas of the galaxy but none are more dangerous than the massive asteroid fortress known far and wide as **Sanctuary ll**, stronghold of the mad Titan; **Thanos**. For centuries on end, this Masterlord has made it his life mission to gather the most powerful relics known only as the Infinity stones; each one containing great and terrible power._

_Originally Thanos nearly collected each one ... that was until he was tricked by the Red Skull who was able to steal them from right under the mad Titans nose. Thanos had chased the Skull to Earth where he was defeated by the Avengers and thus beginning a treasure hunt for the stones._

_Unbeknown to the Avengers, Thanos was able to recover 2 of his infinity stones; The Space Stone (Tesseract) and The Reality Stone (Aether). Feeling confident, Thanos left Earth to return to Sanctuary ll to amass his armada of battleships and an army of Chitauri sworn to his service in order to launch a full scale assault on Earth._

_Sitting on his throne at the summit of Sanctuary ll, Thanos marvels at the sight of his invasion fleet surrounding his fortress. He gets up out of his throne and admirers the Infinity Gauntlet on his hand before walking over the statue of "Death" placed beside his throne and caress the statues cheek with his free hand._

**Thanos:** Oh my lady ... the moment has come at last. After months of preparation my armada is ready and soon the earth will be flooded by the blood of humanity. Once I reclaim the rest of the stones, the universe will become silent ... and we can finally be together.

_He turned away to look up at his fleet and activated a com-link._

**Thanos:** All ships ... Ready yourselves; Set coordinates for the third planet of the Sol System. Prepare to burn the surface of that rock of a planet ... nothing can stand in our way ... _**nothing** _and _**no one**_!

_The Titans armada starts to manoeuvre its way away from the Sanctuary ll and towards the vastness of space, hundreds of battleships form up for their journey to Earth ... until a few of the medium class battleships were unexpectedly blown out of orbit._

**Thanos:** What was that? What's going on?

**Chitauri Commander:** _"My Lord, something just blasted through our ships shields ... We're under attack!"_

_More ships of the fleet start to take fire as an alien fleet of nearly three times the size seemed to just de-cloak ahead of the Titans fleet. Soon each fleet engaged each other in ship to ship combat; Thanos forces are putting up an amazing fight, but for every ship they destroy the enemy destroys 10._

**Thanos:** How did they bypass my defences? It matters not ... they will pay for their defiance...

_His attention was redirected to the canyon at the feet of his staircase when a battalion of red and black armoured soldiers teleported onto his Sanctuary, only to be met by a large number of Chitauri warriors. As the two factions clash, Thanos leaps down amongst the chaos and start lashing out at the invaders._

**Thanos:** Foolish mortals!

_He fired heat-beams from his eyes that disintegrate large numbers of enemy soldiers. He grabs hold of soldiers and throws them around the canyon, at one point a group of soldiers start pile on top of Thanos, nearly burying him ... until he uses his super strength to break free and continues to bash away at his enemies._

**Thanos:** I am a Titanian Eternal ... an immortal god ... nothing can stand in my way...

_Suddenly something crashes into Thanos, knocking him back into a wall at the far end. As the mad Titan rises back to his feet he looks over at whoever dared to strike him down. Standing in front of him was giant mammoth of a warrior clad in black armour from head to toe with the exception of the red visor on his helmet. He slowly started to walk towards Thanos as he takes out and activates a giant two handed broadsword emitting a thick green coloured beam blade that was as long as he way. Thanos scowled and charged at forward at full speed while his opponent does the same. The Titan raises his Infinity Gauntlet as he clashes with his enemy's blade; the moment they clash they created a shockwave that knocked everyone off their feet._

_As the dust settles the two goliaths exchange blows, the black armoured warrior relentlessly swung his blade at Thanos who deflects each blow with his gauntlet. Though impressed with his opponents' strength, Thanos couldn't help but noticed that his fighting style was like that of a mindless barbarian. Constantly using wide sweeping heavy attacks in an attempt to overpower his opponent, however that tactic is not that effective against Thanos's large build._

**Thanos:** How can you hope to defeat me ... you have no discipline to your technique. You are nothing but rude, crude and out of control.

_Thanos uppercuts his armoured opponent and grabs hold of his leg as he is in mid-flight and then throws him up the staircase leading up towards his throne. However his opponent just gets straight back up, charges his beam blade and lets loose a massive swing that emits an energy wave that blasts away all that it made contact with it. Apart from Thanos, who managed to create a energy shield to protect him._

**Thanos:** Your powers are impressive but I'm done toying with you.

_He leaps up high into the air and lands back up at his "throne room" only to realise that his opponent has disappeared. Thanos looks around for a moment and still couldn't find him, this only enraged the Masterlord._

**Thanos:** SHOW YOURSELF...

_He was cut short as he felt something pierce his back, Thanos looked down at his chest and sees the beam blade de-cloaked and emerging from his chest. Then he drops to his knees as the black armoured warrior steps out from behind him._

**Thanos:** Im ... Impossible ... I cannot be ... beaten ... I ... I am ... Thanos!

_He crawls towards his statute of Death and reaches out to her, only to be knocked onto his back. He looks up to see his armoured enemy standing over of him holding up his beam blade to Thanos's head._

**Thanos:** Who are you?

**?:** I am my masters _**Hammer**_ ... an instrument of his will and wrath.

**Thanos:** And who is your master?

_The Hammer raised his sword up and impaled his blade into the ground behind him and began to carve a shape on the surface. When he was done, he stepped back to allow Thanos to see the symbol on the ground; it was an oddly shaped star, similar to the "Masonic" symbols Thanos had come across while researching Earth ... but this one was different, Thanos had only seen this once before ... in the grand archives on his homeworld of Titan and stories told to him by his father A'Lars. But he had always dismissed them as delusions of an old fool._

**Thanos:** The Eye of... no ... it can't be. He's only a myth, a legend ... he's doesn't exist.

**Princess:** That is where you're wrong.

_The mysterious Princess appears from behind the wounded Titan and kneeled down beside him._

**Princess:** Thanks to you ... my father will walk in this reality once more, and all who he gazes upon will bow to his power.

_She removes the Infinity Gauntlet from Thanos's hand and moves away from the Titan ... who starts laughing._

**Thanos:** Hahahahah! You think you can handle the power of the stones? Your deluding yourself little girl. Only a select few can wield their power ... but I guess it doesn't matter now.

_He once again raises his arm to caress the statue of Death._

**Thanos:** We ... will ... be ... together...

_He feels the Hammers beam blade impale him through the chest once again. He lets out on last breath before closing his eyes; Thanos ... The Mad Titan ... Masterlord ... one of the greatest threats this universe had ever known ... is dead. Both the Princess and the Hammer gaze up and see the full force of their fleet wiping out the remnants of Thanos's forces. The Princess removes the two Infinity Stones from the Gauntlet and discards it._

**Princess:** We have what we need ... let us begin.

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><p><em>Sometime later, on some lifeless asteroid in some barren dark corner of the Universe. The two warriors stroll along its surface, accompanied by a detachment of their soldiers as their fleet keeps their distance from them. She hands the Hammer the Reality Stone and with the Space Stone in turn, they both raise their arms over their heads and unleash their power. The entire area is engulfed in blinding lights, even chunks of the asteroid begins to break away. The soldiers look in awe at the sight above them ... it is as if the surface of reality is "cracking" open and they look on to see their charges omitting the sheer power of the stones. Suddenly there is one last blast of light and the "crack" opens up into some kind of massive gateway, revealing the existence of another fleet of warships of untold numbers.<em>

_This armada of seemingly endless ships began to pass through the gateway. The fleet under the command of the Princess was only a fraction of the size of this new force, especially when a humungous warship now passed through the gateway. This warship was unlike anything seen before; it was at least 100 times larger than anything else in the fleet, its shadow casting over the asteroid as it passed over head. As the party on the surface gazes up at it, they all suddenly start to hear a voice ... echoing inside their heads as they drop to one knee._

_**Arise my children ... only the slimiest of chances has allowed this day to come. But let the universe howl in despair ... for I have returned.**_

_Everyone starts to cheer loudly._

**Princess:** Welcome back ... _**Father**_, what is your will?

_**To bring order to this divided universe ... and to seek revenge on those who had betrayed me, my forces shall be envied, my power will be respected, my wrath shall be ... merciless.**_

**TO BE CONTINUED ... IN**

**ULITIMATE SPIDERMAN: DARK FATES**

**(2015)**


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